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EXHIBIT 6.2
CONSULTING AGREEMENT
THIS AGREEMENT is entered into and is effective as of the 30th day of
November, 1998 BY AND BETWEEN MicroASI, Inc., a Texas corporation with principal
offices at 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000 (the "Company") AND
Kingdom Capital, Inc., a Nevada Corporation, with principal offices at 000
Xxxxxxxx Xxxxx, Xxxxx 000X, Xxxxxx Xxxxx, Xxxxxxxxxx 00000 (the "Consultant").
WHEREAS:
A. The Company seeks consulting services from Consultant.
B. Consultant is willing, subject to the terms and conditions of
this Agreement, to provide certain consulting services in exchange for
fees as more specifically set forth herein.
C. The Company hereby acknowledges and represents that it has
knowledge of Consultant and its staff and that Consultant has the
background, knowledge, and expertise that the Company is seeking, and
on this basis, the Company hereby enters into this Agreement.
D. The Company further acknowledges that Consultant will not be
performing either legal or accounting services for the Company. The
Company further acknowledges and warrants that it has consulted with
and will continue to rely on its own legal, tax, and accounting
advisors.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1.00 CONSULTING SERVICES. Consultant shall, for a period of two (2) years after
the signing of this Agreement, be available to consult with the Company in the
following areas:
1.01 Developing an investor relations program for the Company;
1.02 Identify potential equity investors;
1.03 Research on proposed new business opportunities;
1.04 Assistance in revising the Company's business plan including
financial projections, operating strategy, and business development
strategy;
1.05 Executive management and board of directors search, selection, and
recruitment;
1.06 Identification and selection, when necessary of additional
professional services;
1.07 Assistance, when necessary, in negotiations leading to strategic
business relationships;
1.08 Public and media relations including distribution of reports on
the company to various print media and brokerage firms as prepared or
approved by the company;
1.09 Assistance in securing purchase order financing.
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2.00 COMPANY'S OBLIGATION TO PAY CONSULTING FEES. In consideration for
the services to be rendered by Consultant, the Company shall pay Consultant the
following fees:
2.01 RETAINER FEE. The Company shall pay to Consultant a retainer fee of
Sixty Five Thousand Dollars ($65,000.00). The retainer shall be paid in
the following manner:
$10,000.00 installment to be paid in December 1998
$20,000.00 installment to be paid in January 1999
$20,000.00 installment to be paid in February 1999
$15,000.00 installment to be paid in March 1999
2.02 MONTHLY FEE. The Company shall pay to Consultant a monthly
consulting fee of $25,000.00 beginning in December 1998.
2.03 INVOICES. The Company shall pay all invoices upon their receipt.
3.00 MISCELLANEOUS
3.01 FURTHER ASSURANCE. Each of the parties shall hereafter execute all
documents and do all acts reasonably necessary to effect the provisions
of this Agreement.
3.02 SUCCESSORS. The provisions of this Agreement shall be deemed to
obligate, extend to and inure to the benefit of the successors, assigns,
transferees, grantees, and indemnitees of each of the parties to this
Agreement.
3.03 INDEPENDENT COUNSEL. Each of the parties to this Agreement
acknowledges and agrees that it has been represented by independent
counsel of its own choice throughout all negotiations which preceded the
execution of this Agreement and the transactions referred to in this
Agreement, and each has executed this Agreement with the consent and
upon the advice of said independent counsel. Each party represents that
he or it fully understands the provisions of this Agreement, has
consulted with counsel concerning its terms and executes this Agreement
of its own free choice without reference to any representations,
promises or expectations not set forth herein.
3.04 INTEGRATION. This Agreement, after full execution, acknowledgment
and delivery, memorializes and constitutes the entire agreement and
understanding between the parties and supersedes and replaces all prior
negotiations and agreements of the parties, whether written or
unwritten. Each of the parties to this Agreement acknowledges that no
other party, nor any agent or attorney of any other party has made any
promises, representations, or warranty whatsoever, express or implied,
which is not expressly contained in this Agreement; and each party
further acknowledges that he or it has not executed this Agreement in
reliance upon any belief as to any fact not expressly recited
hereinabove.
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3.05 ATTORNEYS FEES. In the event of a dispute between the parties
concerning the enforcement or interpretation of this Agreement, the
prevailing party in such dispute, whether by legal proceedings or
otherwise, shall be reimbursed immediately for the reasonably incurred
attorneys' fees and other costs and expenses by the other parties to the
dispute.
3.06 CONTEXT. Wherever the context so requires: the singular number
shall include the plural; the plural shall include the singular.
3.07 CAPTIONS. The captions by which the sections and subsections of
this Agreement are identified are for convenience only, and shall have
no effect whatsoever upon its interpretation.
3.08 SEVERANCE. If any provision of this Agreement is held to be illegal
or invalid by a court of competent jurisdiction, such provision shall be
deemed to be severed and deleted; and neither such provision, nor its
severance and deletion, shall affect the validity of the remaining
provisions.
3.09 COUNTERPARTS. This Agreement may be executed in any number of
counterparts.
3.10 EXPENSES ASSOCIATED WITH THIS AGREEMENT. Each of the parties hereto
agrees to bear its own costs, attorney's fees and related expenses
associated with this Agreement.
3.11 ARBITRATION. Any dispute or claim arising to or in any way related
to this Agreement shall be settled by arbitration in Dallas, TX. All
arbitration shall be conducted in accordance with the rules and
regulations of the American Arbitration Association ("AAA"). AAA shall
designate an arbitrator from an approved list of arbitrators following
both parties' review and deletion of those arbitrators on the approved
list having a conflict of interest with either party. Each party shall
pay its own expenses associated with such arbitration (except as set
forth in Section 9.05 Above). A demand for arbitration shall be made
within a reasonable time after the claim, dispute or other matter has
arisen and in no event shall such demand be made after the date when
institution of legal or equitable proceedings based on such claim,
dispute or other matter in question would be barred by the applicable
statutes of limitations. The decision of the arbitrators shall be
rendered within Sixty (60) days of submission of any claim or dispute,
shall be in writing and mailed to all the parties included in the
arbitration. The decision of the arbitrator shall be binding upon the
parties and judgement in accordance with that decision may be entered in
any court having jurisdiction thereof.
3.12 ASSIGNMENT. The Company shall have no right to assign this
Agreement or any obligations created hereby unless Consultant expressly
approves the assignment in writing.
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3.13 AUTHORITY TO BIND. A responsible officer of the Company has read
and understands the contents of this Agreement and is empowered and duly
authorized on behalf of the Company to execute it.
3.14 CHOICE OF LAW. The formation, construction and performance of this
agreement shall be construed in accordance with the laws of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
FOR THE COMPANY:
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, President
FOR CONSULTANT:
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
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